Exhibit 10.14
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (this "Sublease") is made and entered into as of May
5 , 2022, by and between ICON Clinical Research, LLC, a Delaware limited liability company, as sublandlord ("Sublandlord"), and Cortexyme, Inc., a Delaware corporation, as subtenant ("Subtenant").
WHEREAS, Sublandlord, as Tenant, and 601 & 651 Gateway Center LP, a Delaware limited partnership, as Landlord ("Landlord") are parties to that certain Office Lease dated as of October 22, 2012 (the "Original Prime Lease"), as amended by a First Amendment to Office Lease dated as of October 2, 2017 (the "First Amendment"), a Second Amendment to Office Lease dated as of July 27, 2018 (the "Second Amendment"), and an Assignment and Assumption of Lease, Consent to Assignment and Third Amendment to Lease dated as of September 21, 2020 (the "Third Amendment"; the Original Prime Lease, as amended, collectively, the "Prime Lease") for certain Premises consisting of 4,280 rentable square feet of space and commonly known as Suite 1250 located on the 12th floor of the building at 601 Gateway Boulevard, South San Francisco, California 94080, which Premises is more particularly described in the Prime Lease.
WHEREAS, under the terms and conditions of this Sublease, Subtenant desires to sublease from Sublandlord, and Sublandlord desires to sublease to Subtenant, all of the Premises (the "Sublease Space").
WHEREAS, any capitalized terms used in this Sublease but not defined in this Sublease shall have the meanings set forth in the Prime Lease.
NOW THEREFORE, for and in consideration of the foregoing and for other good and valuable consideration, and the mutual agreements herein contained, Sublandlord and Subtenant agree as follows:
prior to the date Landlord's Consent is obtained and upon such termination any Security Deposit and prepaid rent shall be returned by Subtenant.
Time Period | Monthly Amount of Basic Rent | Monthly Rate (per square foot in Sublease Space) |
Rent Commencement Date - Sublease Month 12 | $16,692.00 |
$3.90 |
Sublease Month 13 - Expiration Date | $17,205.60 | $4.02 |
As used herein, the "Rent Commencement Date" is the 11th day after the Commencement Date. Sublandlord and Subtenant acknowledge that as of the Commencement Date, Sublandlord shall permit Subtenant to enter the Premises for the purpose of installing furniture, equipment and other personal property, including Tenant's telephone and data systems cabling, subject to Landlord's approval; and that Subtenant shall not owe Basic Rent for such 10-day period. Notwithstanding the foregoing, Subtenant shall not be obligated to pay monthly Basic Rent for the initial full Sublease Month (the "Abatement Period") as long as Subtenant is not in an Event of Default. If,
at any time, Subtenant is in an Event of Default and Sublandlord exercises any remedy as a consequence of such Event of Default, then to the fullest extent permitted by law, this waiver by Sublandlord of Subtenant's requirement to pay monthly Basic Rent for the Abatement Period shall be null and void, and Subtenant shall immediately pay to Sublandlord the Basic Rent so waived by Sublandlord.
As used herein, ''Sublease Month" means each calendar month of the Sublease Term; provided, however, that if the Commencement Date shall occur on a day that is not the first day of a calendar month, then (i) the initial Sublease Month shall refer only to that pa11ial calendar month included in the Sublease Term; and (ii) Basic Rent for such partial calendar month shall be paid by Subtenant on a pro rata basis (prorated based upon the actual number of days of the calendar month that are within the Sublease Term). An amount equal to a full month of Basic Rent (i.e.,
$16,692.00) shall be paid concurrently with Subtenant's execution and delivery of this Sublease, and such amount shall be applied to the first full month of the Sublease Term.
Sublandlord may suffer by reason of Subtenant's default. If any portion of the Security Deposit is so used, applied, or drawn upon, then Subtenant shall, within 10 days after notice thereof, deposit cash with Sublandlord in an amount sufficient to restore the Security Deposit to its original amount. Subtenant's failure to do so shall be an automatic Event of Default under this Sublease without any additional notice. Sublandlord shall not, unless otherwise required by law, be required to keep the Security Deposit separate from its general funds, nor pay interest to Subtenant. If Subtenant shall fully and faithfully perform every provision of this Sublease to be performed by it, the Security Deposit or any balance thereof (if any) shall be returned to Subtenant (or to the last transferee of Subtenant's interest hereunder) after the Expiration Date (or sooner termination of this Sublease), provided that Subtenant vacates the Sublease Space in accordance with this Sublease and Subtenant surrenders possession thereof to Sublandlord in the condition required under this Sublease.
zoning requirements and with the terms and conditions of the Prime Lease. Subtenant shall comply with all laws relating to the use, condition, access to, and occupancy of the Sublease Space, including without limitation obtaining all required licenses and permits for Subtenant to conduct business at the Sublease Space.
(i) calling or allowing for the service of notice by the Tenant thereunder, (ii) pertaining to events of default by the Tenant thereunder, or (iii) within which the Tenant thereunder must perform any act or observe any term, covenant or condition thereunder, the same shall be deemed amended for the purposes of this Sublease to provide for time limits of 3 days less and deadlines that are 3 days earlier than those provided for in the Prime Lease.
expenses as and when incurred. Sublandlord does not warrant that any of the services referred to in this Sublease, or any other services that Landlord may supply, will be free from interruption, and Subtenant acknowledges that any such services may become unavailable or be suspended by reason of accident, repairs, inspections, alterations or improvements, or by delays beyond a party's reasonable control, including without limitation, governmental restrictions or regulations, governmental preemption, strikes, labor disputes, shortage of labor or materials, Acts of God, fire, earthquake, floods, extreme weather conditions, enemy action, civil commotion, riot or insurrection, fire or other unavoidable casualty.
(t) Landlord Rights. If under the Prime Lease Landlord reserves or is granted any right, including without limitation the right to enter the Sublease Space, then said right shall inure to the benefit of Landlord as well as Sublandlord with respect to the Sublease Space. Subtenant acknowledges any rights specifically reserved by Landlord under the Prime Lease; and Subtenant further acknowledges that its possession and use of the Sublease Space is subject to such rights. Except as may be otherwise set forth herein, Subtenant hereby releases Sublandlord from all liability in connection with Landlord's exercise of such rights. Sublandlord shall not incur any liability whatsoever to Subtenant for any injury, inconvenience, incidental or consequential damages incurred or suffered by Subtenant as a result of the exercise by Landlord of any of the rights reserved to Landlord under the Prime Lease, nor shall such exercise constitute a constructive eviction or a default by Sublandlord hereunder, except to the extent such exercise would constitute a constructive eviction or a default by Landlord under the Prime Lease. Subtenant's obligations to pay Rent and any other charges due under this Sublease shall not be reduced or abated in the event that Landlord fails to provide any service, to perform any maintenance or repairs, or to perform any other obligation of Landlord under the Prime Lease, except to
the extent such failures would reduce or abate Sublandlord's obligations to pay rent under the Prime Lease. Notwithstanding anything herein to the contrary, to the extent Sublandlord is entitled to any abatement under the Prime Lease for interruption of any service affecting the Sublease Space during the Sublease Term or otherwise under the Prime Lease, Subtenant shall be entitled to the same abatement of Basic Rent on its behalf, but only to the extent that (i) such abatement is actually received by Sublandlord with respect to the Sublease Space, and (ii) an Event of Default by Subtenant has not occurred.
Lease, then Subtenant, at its sole cost and expense, shall remove such Alterations before the Expiration Date or earlier termination of this Sublease. The obligations set forth in the preceding sentence shall survive the termination or expiration of this Sublease.
(c) All maintenance, repairs, and replacements as to the Sublease Space. All such maintenance, repairs, and replacements shall be performed in accordance with the Prime Lease.
(d) All taxes or charges that may be levied against Subtenant's personal property in the Sublease Space or Subtenant's use or occupancy of the Sublease Space during the Sublease Term.
Lease, Sublandlord shall have the right, but not the obligation, without notice to Subtenant and without waiving or releasing Subtenant from any obligations hereunder, to cure any breach or default by Subtenant (and enter upon the Sublease Space in connection therewith if necessary) and/or to perform any such obligations of Subtenant in such manner and to such extent as Sublandlord shall reasonably deem necessary, and in exercising any such right, pay any incidental costs and expenses, employ attorneys, and incur and pay reasonable attorneys' fees. Subtenant shall pay to Sublandlord within 10 days after demand all sums so paid by Sublandlord and all actual, reasonable out-of-pocket costs and expenses of Sublandlord in connection therewith, together with Interest thereon, from the date of the making of such expenditures until the date reimbursed by Subtenant.
Subtenant shall promptly notify Sublandlord. If the Building or Sublease Space is damaged by fire or other casualty and Sublandlord shall, under the terms of the Prime Lease, elect to terminate the Prime Lease, then this Sublease shall cease
and terminate on the date of termination of the Prime Lease. Otherwise, this Sublease shall remain in full force and effect. Sublandlord shall have no obligation hereunder to repair any portion of the Building or Sublease Space, whether or not this Sublease shall be terminated, which obligation shall be Landlord's to the extent required under the Prime Lease. If all or any part of the Sublease Space is damaged and this Sublease is not terminated, then Subtenant shall (to the extent that Landlord is not so obligated) promptly and with due diligence repair and restore any personal property, leasehold improvements, and alterations installed by Subtenant in the Sublease Space.
the date of this Sublease. If Subtenant or any Subtenant Party holds over and fails to vacate the Sublease Space timely, then Sublandlord may exercise any and all remedies available to it at law or in equity to recover possession of the Sublease Space, and to recover any damages incurred by Sublandlord (including, without limitation, damages payable by Sublandlord to Landlord by reason of such holdover), plus any reasonable attorneys' fees and costs incurred by Sublandlord in connection with Subtenant's holdover). Subtenant shall be responsible for any amounts that that are paid, incurred or owed by Sublandlord as a result of the failure of, or the delay by, Subtenant in surrendering the Sublease Space, including without limitation all sums payable by Sublandlord to Landlord. For the period that Subtenant or a Subtenant Party holds over, Subtenant shall pay Rent equal to the greater of: (i) holdover rent for which Sublandlord is liable under the Prime Lease; or (ii) 150% of the Rent that Subtenant was paying at the end of Sublease Tenn. The acceptance by Sublandlord of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over. The provisions of this Section 16 shall survive the expiration or earlier termination of this Sublease.
Sublandlord: ICON Clinical Research, LLC
320 Seven Springs Way, Suite 500
Brentwood, TN 37027 Attention: Summer Morris
With a copy to:
ICON PLC
South County Business Park Leopardstown Dublin 18, Ireland
Attention: David Cahill, Vice President, Facilities and Administration
Subtenant: Cortexyme, Inc.
601 Gateway Boulevard, Suite 1250 South San Francisco, California 94080 Attention: Legal Department
Notices shall be deemed given upon the earlier to occur of actual receipt or refusal of receipt, one
(1) day after the deposit thereof with a nationally recognized overnight courier service, or personal
delivery. Either party hereto may designate a different or additional address for the giving of notice by written notice to the other party.
forth in the Bill of Sale (defined below). Nothing contained herein shall be deemed a representation, warranty or guaranty by or from Sublandlord as to the condition, value, utility or merchantability of or to the Existing Furniture, or any portion thereof, and Sublandlord expressly disclaims any and all warranties in connection with the Existing Furniture, including, without limitation, warranties of merchantability, condition, and fitness, and in no event shall Sublandlord have any liability or responsibility of any type whatsoever with respect thereto. Subject to the foregoing, Sublandlord shall execute a bill of sale conveying the Existing Furniture to Subtenant in the form attached as Exhibit C (the "Bill of Sale"). Sublandlord and Subtenant hereby agree that little or no value will be attributable to the Existing Furniture at the time of transfer to Subtenant and that no part of the Rent payable by Subtenant will be attributable to the Existing Furniture. Sublandlord and Subtenant agree to treat Subtenant as the owner of the Existing Furniture for federal and state income tax reporting purposes during the Sublease Term; and no portion of the Rent payable under this Sublease shall be deemed for any purpose paid on account of the use of the Existing Furniture by Subtenant. Notwithstanding the foregoing, if after complying with the foregoing sales tax is due in connection with the transfer of the Existing Furniture to Subtenant under this Sublease ("Sales Tax"), then Subtenant hereby agrees to pay as and when due such amounts. The provisions of the preceding sentence shall survive the expiration or earlier termination of this Sublease. Subtenant shall remove all Existing Furniture at the end of the Sublease Term and repair any damage caused by such removal.
(i) The recitals set forth at the beginning of this Sublease are incorporated into this Sublease by reference as if fully set forth herein.
[Signatures follow on next two pages]
IN WITNESS WHEREOF, Sublandlord has executed this Sublease as of the day and year first above written.
Sublandlord:
ICON Clinical Research LLC,
a Delaware limited liability company
IN WITNESS WHEREOF, Subtenant has executed this Sublease as of the day and year first above written.
Subtenant:
Cortexyme, Inc.,
a Delaware corporation
Exhibit A Prime Lease
[See Attached.]